Rights of an Assignee. If an assignee of a membership Interest is not admitted as a substitute member because of the failure to satisfy the requirements of 15C hereof, such assignee shall nevertheless be entitled to receive such distributions from the Company as the assigning Member would have been entitled to receive under the terms of this Operating Agreement with respect to such membership Interest had the assigning Member retained such membership Interest.
Rights of an Assignee. (a) Unless and until an Assignee becomes a Substituted Member of the Company as provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive distributions to which the assignor is entitled to the extent these items were assigned, and (ii) reasonable information or account of transactions of the Company and to make reasonable inspection of the books and records of the Company. The Membership Interest of the Assignee shall not be considered in the voting requirements of the Company, and the Assignee shall have no right to participate in the operations or management of the Company.
(b) In the event that the Members make additional contributions to the Company which the Membership Interest is held by an Assignee, the Assignor Member and its Assignee shall be jointly and severally liable for the corresponding contribution in connection with the Membership Interest held by Assignee. If the Assignor Member or Assignee does not make such contribution in accordance with the provisions of this Agreement, then the Assignor Member and Assignee shall be treated as being in Default. In the event that one or more new Members are admitted into the Company, or one or more existing Members increase their Membership Interest, the Membership Interest of the Assignee may be correspondingly reduced and no consent or other action on the part of such Assignee shall be required.
Rights of an Assignee. If an Assignee is not admitted as a Member because of the failure to satisfy the requirements of Section 11.5, such Assignee shall nevertheless be entitled to receive such distributions from the Company as the transferring Member would have been entitled to receive under this Agreement had the transferring Member retained such Units. Assignees shall have no other rights of the Members, including voting rights and access to Company records and information. Members have legal and economic rights, while Assignees only have the right to receive economic benefits.
Rights of an Assignee. If an Assignee is not admitted as a Member because of the failure to satisfy the requirements of Section 11.5, such Assignee shall nevertheless be entitled to receive such distributions from the Company as the transferring Member would have been entitled to receive under this Agreement had the transferring Member retained such Units. Each distribution will be paid by the Company to the Person who the Company’s records show to be the Member or Assignee associated with each particular Unit as of the date a distribution is declared. Distributions will not be divided between the transferring Member and the receiving Member or Assignee, regardless of when said transfer takes place relative to the distribution. Assignees shall have no other rights of the Members, including voting rights (if applicable) and access to Company records and information. Members have legal and economic rights, while Assignees only have the right to receive economic benefits.
Rights of an Assignee. If an assignee of a Membership Interest is not admitted as a Member because of the failure to satisfy the requirements of Section 8.01 or 8.02 hereof, such assignee shall nevertheless be entitled to receive such distributions from the Company as the assigning Member would have been entitled to receive under Section 6.07 of this Operating Agreement with respect to such Membership Interest had the assigning Member retained such Membership Interest.
Rights of an Assignee. 8.11.1 If a Person receives a Transfer of all or a portion of the Interest of a Member, but has not been admitted as a Member of the Company in connection with that particular Transfer in accordance with this Agreement, and if the Company is obligated to recognize that Transfer or chooses to give effect to that Transfer, then the recipient is an “Assignee” of that Interest (and is not a Member with respect to that Interest). Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
8.11.2 Unless and until an Assignee becomes a Member of the Company with respect to a particular Transfer, such Assignee shall be entitled, as a result of that Transfer, with respect to such Interest or portion thereof, only:
(a) to be recognized as having become, and appearing in the records of the Company as, a Member, for the purpose of allocating Net Profits, Net Losses and other items and receiving Cash Flow distributable under this Agreement, and
(b) to the extent required by the Act, to obtain reasonable access to the books and records of the Company.
8.11.3 If the Members are required to make an Additional Capital Contribution to the Company at any time while there is an Interest held by an Assignee, the Member who assigned its Interest in the Company and such Assignee shall be jointly and severally responsible and required to make the Additional Capital Contribution to the Company that relates to such Interest, and if neither does so, the Transferring Member and the Assignee shall be subject to dilution in accordance with Section 3.2.2(d).
8.11.4 The Ownership Percentage associated with any Assignee shall remain subject to dilution and other adjustment as if still held by a Member. A Transfer or proposed Transfer (whether voluntary or involuntary) of an Interest held by an Assignee shall be subject to all of the duties and obligations of a Member under this Agreement, the Certificate of Formation and applicable law, including the provisions of Article 3, Section 6.3, Section 8.1, Section 8.2, Section 8.5, Section 8.6, Section 8.7, Section 8.8, Section 8.9, Article 11 and Article 12 of this Agreement to the same extent as if the Transfer were being made or proposed with respect to an Interest held by a Member.
(a) The Interest held by an Assignee shall no...
Rights of an Assignee. A Transfer from a Member to another Person shall become effective on the date all conditions set forth in this Article are completed in full. Until the effective date an Assignee is admitted as a Substitute Member, the DAO and the Members may treat the assignor of the transferred Membership Interest as the absolute owner of the transferred Membership Interest.
Rights of an Assignee. An Assignment of an interest in the Company entitles the Assignee, to the extent assigned, to the Capital Account and Percentage Interest of the Assignor. An Assignment does not entitle the Assignee to participate in the management and affairs of the Company or to become a Member with respect to the interest assigned until full compliance with Section 7.4.
Rights of an Assignee. An Assignment of an interest in the LLC entitles the Assignee, to the extent assigned, to the Capital Account and Percentage Interests of the Assignor. An Assignment does not entitle the Assignee, whether or not a Member, to participate in the management and affairs of the LLC or to become a Member, to the extent of the Assignment, without the consent of the non-Assignor Members holding more than two-thirds of the Percentage Interests. The Member List shall reflect the same information with regard to Assignees as it does with regard to Members.
Rights of an Assignee. An assignee has no right to vote, receive information concerning the business and affairs of the Company and is entitled only to receive Distributions and allocations attributable to the Interest held by the assignee as determined by the Manager and in accordance with this Agreement.
